LICENSE AGREEMENT
WEB SITE CONTENT
LICENSE AGREEMENT
This is an agreement between Go Green Directories, Inc., a Nevada corporation with its principal office at
0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 ( Licensee ) and GreenPeople, LLC, a New Jersey corporation with
its principal office at 00 Xxxxxxxx Xxx. Xxxxx #000, Xxxxxxxx Xxxx XX 00000 ( Licensor ).
WHEREAS, Licensee has established a World Wide Web site with the Web address of
xxx.xxxxxxxxxxxxxxxxxx.xxx
(the Site ), and Licensor has various information or content that Licensee wishes to
license;
NOW, THEREFORE, the parties hereby agree as follows:
1.
License.
(a)
Licensor hereby grants to Licensee a non-exclusive world-wide license (the License )
for the use, publication and posting on the Site of the information and content itemized in Exhibit A (the Licensed
Content ).
(b)
Licensor shall provide the Licensed Content within thirty (30) days in a format that will
allow Licensee to easily upload or post the Licensed Content onto the Site.
2.
Payment.
In connection with the License, Licensee shall pay to the Licensor the following fees: $1500 for 6 months
and $250 per month, thereafter, month to month.
3.
Term.
(a)
The term of this Agreement shall be for six (6) months and will be automatically renewed
for successive one (1) month periods unless either party elects to terminate this Agreement effective as of the end of
the initial term or renewal term(s) as appropriate.
(b)
Notice oftermination shall be made no later than 30 days prior to the end of the initial
term or renewal term(s), as appropriate.
4.
Representations and Warranties Regarding Licensed Content.
(a)
Licensor hereby represents and warrants that: (1) the Licensed Content is owned or
licensed by Licensor and does not breach or infringe any copyright, common law right, or other right of any third
party; (2) the Licensed Content does not contain any matter which is scandalous, libelous, obscene, an invasion of
privacy, or otherwise unlawful; and (3) Licensor has the right, power and authority to enter into and perform this
Agreement.
(b)
Licensor shall defend, indemnify, and hold harmless Licensee from any claims, demands,
liabilities, losses, damages, judgments, and the like (including but not limited to attorneys' fees incurred) directly or
indirectly relating to any claim by a third party of infringement of any copyright or other right with respect to the
Licensed Content and from the breach ofthe other representations and warranties contained in this Section 4.
5.
Licensee Covenants.
(a)
Licensee covenants that the Site will be operated in a professional manner in compliance
with all laws in all material respects.
DOCSSFl:375417.l
(b)
Licensee covenants to properly acknowledge on the Site that the Licensed Content is the
copyrighted work of Licensor.
6.
Miscellaneous.
This Agreement shall be governed by and construed in accordance with the laws of the State ofNJ without
regard to conflict oflaw principles. If Licensee changes the Site Web addresses, this License shall be deemed to
apply to such changed sites at Licensee's discretion. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to its subject matter and supersedes any prior or
contemporaneous written or oral agreements, representations, discussions, proposals, understandings, and the like
respecting the subject matter hereof. The headings and captions of this Agreement are provided for convenience
only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this
Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.
The prevailing party in any dispute shall be awarded its attorneys' fees and expenses incurred. The parties will
cooperate with each other as reasonably requested to effectuate the purposes and provisions of this Agreement. This
Agreement may be amended only by a writing signed by the parties.
7.
Assignment
Upon the prior written notice to Licensor, Licensee may assign this agreement in whole as part of a
corporate reorganization, consolidation, merger, or sale of substantially aU of its assets provided the assignee's
financial condition and credit rating is comparable to or better than that of Licensee. Licensee may not otherwise
assign its rights or delegate its duties under this agreement either in whole or in part without the prior written consent
of Licensor, and any attempted assignment or delegation without such consent will be void. Licensor may assign this
agreement in whole or part as part of a corporate reorganization, consolidation, merger, or sale of substantially all of
its assets.
Dated: February 28, 2011
Go Green Directories, Inc. ( Licensee )
GreenPeople, LLC ( Licensor )
By:
_
Title:
_
EXHIBIT A
Licensed Content - XxxxxXxxxxx.xxx's database
(a) Licensor will create the ability for Licensee to replicate XxxxxXxxxxx.xxx's database and provide monthly
updates to Go Green Directories. Excluding all email addresses. Aniframe incorporated form can be used
on Go Green Directory for email contact to listing businesses.
(b) Licensee would provide the user interface, graphics and navigation of XxxxxXxxxxx.xxx's database on Go
Green Directories.
(c) Copyright protection will also be noted on all web pages containing Licensor's content.
(d) Licensee has the right to collect its own listings and user comments regarding listings on the Site. Upon
termination of this agreement Licensee will destroy Licensor's database and will terminate usage of
Licensors database. Licensee will be able to use any listings, data or user comments it collects at the Site.
DOCSSFl:375417.1
A-I